MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (“MOU”) is executed this ___ May 2013 at Makati City, Philippines by and between:

MEGAWORLD CORPORATION, a domestic corporation organized and existing under Philippine laws with principal office at the 28/F, The World Center, 330 Sen. Gil Puyat Avenue, Makati City, Metro Manila, Philippines, represented by Mr. Jericho P. Go (hereafter, “Megaworld”),

-and-

PHILIPPINE MEDICAL ASSOCIATION, a domestic association organized and existing under Philippine laws with principal office at the PMA Building. North Avenue, Quezon City, Metro Manila, Philippines, represented by Atty. Leo O. Olarte, M.D. (hereafter, “PMA”),

Whereas, Megaworld and PMA entered into a Memorandum of Understanding on May 31, 2013 (“MOU”) wherein Megaworld agreed to put up a Medical Tourism Building and Wellness Center in Iloilo Business Park in order for PMA to use the said Medical Tourism Building and Wellness Center for its Stem Cell operations, cosmetic surgery facilities, beauty enhancement and wellness center (“Medical Wellness Project”).

Whereas, Megaworld intends to up a Medical Tourism Building and Wellness Center within Iloilo Business Park for the use and benefit of the residents, tourists, patients, and other occupants;

Now, therefore, the Parties have mutually agreed as follows:

1. Megaworld shall construct a Medical Tourism Building and Wellness Center that will meet the following medical standards that will be provided by PMA.

2. The intention of the parties is to tie-up with other medical associations and societies such as but not limited to the Philippine Society for Stem Cell Medicine and Philippine Hospital Association for the operations of the Medical Tourism Building and Wellness Center.

3. PMA shall provide a detailed information about the following:a) Stem cell medicine operationsb) Facilities needed to operate the Medical Tourism Building and

Wellness Centerc) Number of rooms – size, type, etc.d) Amenities to support the operations of the Medical Tourism

Building and Wellness Center (i.e. spa, recovery area, fitness center)

e) Inputs on what other type of medical operations and services to be provided in the Medical Tourism Building and Wellness Center (i.e. cosmetic surgery, non-invasive therapy)

4. PMA shall help Megaworld identify doctors and practitioners and endorse Megaworld to them to take space in Iloilo Business Park.

5. The parties will work together in marketing and promoting the Medical Tourism and Wellness Center in Iloilo Business Park.

6. PMA shall certify the doctors and practitioners who will locate in Iloilo Business Park.

7. PMA shall secure government issued certifications (i.e. Department of Health, Department of Tourism, etc.) for the operations of the Medical Tourism Building and Wellness Center. On the other hand, Megaworld will help in liaising with these government agencies.

8. PMA shall agree and promote Iloilo Business Park as the home of stem cell medicine in the Philippines.

9. Megaworld shall identify and allocate a land for the Medical Tourism Building and Wellness Center in Iloilo Business Park for approval of PMA and the other associations and societies.

10. As an accommodation, Megaworld shall give special discounts to doctors and practitioners endorsed by PMA in terms of lease rentals and residential condominium rates. Both parties shall mutually agree on this special discount given for office lease and residential condominiums.

11.Megaworld shall provide very friendly commercial terms to PMA and its tie up associations and societies for the lease of office space for its secretariats in Iloilo Business Park.

12. The parties shall not disclose this MOU or any provision thereof or any information obtained from each other during negotiations except upon mutual consent of the parties or when the same is required by law or regulations.

Megaworld Corporation Philippine Medical Association

By: By:

Mr. Jericho P. Go Atty. Leo O. Olarte, M.D.First Vice President President